2 Overview 5 Principles in Summary 9 GP and Fund Economics 10 Waterfall Structure Calculation of Carried Interest Recycling of Distributions Clawback Management Fees Fee Income Beyond the Management Fee Reasonable Organization and Partnership Expenses Fund Term and Structure 17 GP Commitment and Ownership Fund Term Extensions Vehicles Investing Alongside the Fund Key Person 19 Identification and Changes to Key Person(s) Time and Attention Key Person Triggers and Process to Resolve GP Removal and Replacement Contents